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EXHIBIT 10.5
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of
August 1, 1997 (the "Amendment"), by and between AMERICAN BUSINESS PRODUCTS,
INC., a Georgia corporation (the "Borrower"), and SUNTRUST BANK, ATLANTA, a
Georgia banking corporation, and its successors and assigns (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank executed and delivered that
certain Revolving Credit Agreement dated as of April 22, 1996 (as amended or
otherwise modified from time to time, the "Credit Agreement"); and
WHEREAS, the Bank and the Borrower, pursuant to Section 7.10
of the Credit Agreement, desire to amend the Credit Agreement on the terms and
conditions as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the above premises
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties hereto, the Bank and the Borrower hereby
agree as follows:
SS.1. DEFINED TERMS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
SS.2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
(a) Section 1.1, entitled "Definitions" is hereby amended by:
(i) deleting the existing definition of "Authorized Officer"
and substituting the following therefor:
"Authorized Officer" shall mean any Executive Officer
or any other Person who has been designated as an
Authorized Officer pursuant to Section 5.15(k)
hereof.
(ii) adding a new definition of "Executive Officer" in the
appropriate alphabetical order as follows:
"Executive Officer" shall mean the Person duly
authorized as the Chief Executive Officer, the Chief
Financial Officer or the Treasurer.
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(b) A new subsection (k) shall be added to Section 5.15, "Financial
Reports and Rights of Inspection," as follows:
(k) The Borrower may deliver a letter in writing to the Bank
duly signed by any two Executive Officers appointing any
Person as an Authorized Officer, together with an incumbency
certificate reflecting the signature of such Person. Such
Person shall remain as an Authorized Officer for all purposes
of this Agreement, including the giving of a Notice of
Borrowing pursuant to Section 2.3 hereof, until the Bank
receives a letter from any two Executive Officers revoking the
appointment of such Person as an Authorized Officer. Such
letter shall be sent to the Bank in accordance with Section
7.2 hereof.
SS.4. REPRESENTATIONS AND WARRANTIES.
(a) The execution and delivery by the Borrower of this Amendment and
the performance by the Borrower of its obligations and agreements under this
Amendment and the Credit Agreement are within the corporate authority of the
Borrower, have been duly authorized by all requisite corporate action of the
Borrower and do not and will not contravene any provision of law or the
Borrower's charter, by-laws or any stock provision or any amendment thereof or
any indenture, agreement, instrument or undertaking binding on the Borrower.
(b) The Credit Agreement, as amended by this Amendment, hereby
constitutes the legal, valid and binding obligations of the Borrower,
enforceable in accordance with their respective terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting generally the enforcement of creditor's rights.
(c) The representations and warranties contained in Article IV of the
Credit Agreement are true and correct on and as of the date hereof as if made on
the date hereof.
(d) No Default or Event of Default exists on the date hereof, both
before and after giving effect to this Amendment.
SS.5. MISCELLANEOUS PROVISIONS.
(a) Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Credit Agreement shall be and remain in full force and effect, and
shall constitute the legal, valid, binding and enforceable obligations of the
Borrower. The amendment contained herein shall be deemed to have prospective
application only, unless otherwise specifically stated herein.
(b) Ratification. The Borrower hereby restates, ratifies and reaffirms
each and every term, covenant and condition set forth in the Credit Agreement
effective as of the date hereof.
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(c) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.
(d) Governing Law. This Amendment shall be governed by and construed
and interpreted in accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be duly executed, under seal, by their respective duly authorized
officers as of the day and year first above written.
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
Attest: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Secretary
[CORPORATE SEAL]
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
By: /s/ R. Xxxxxxx Xxxxxx
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Name: R. Xxxxxxx Xxxxxx
Title: Vice President
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